| As filed with the Securities and Exchange Commission on March 31, 2016 | Registration No. 333 - 209044 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
BEIGENE, LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9070
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom Michael J. Kendall Edwin M. O’Connor Goodwin Procter LLP Exchange Place Boston, MA 02109 (617) 570-1000 | John V. Oyler Chief Executive Officer and Chairman c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands +1 (345) 949 4123 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2000 |
| It is proposed that this filing become effective under Rule 466: | o | immediately upon filing. | |
| o | on (Date) at (Time). |
If a separate registration statement has been filed to register the deposited shares, check the following box : o
| The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share (“ADSs”) | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (17) and (18). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (15). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18). | ||
| (v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (15) and (17). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (14). | ||
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| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | ||
| (x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | ||
| (xi) | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (11). | ||
| Item 2. AVAILABLE INFORMATION | Face of Receipt - Paragraph (14). | |||
BeiGene, Ltd. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among BeiGene, Ltd., (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder — Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of February 5, 2016, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. — Filed herewith as Exhibit (a)(ii).
(b) Any other agreement, to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.
(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — None.
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. — previously filed.
(e) Certificate under Rule 466. — None.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Previously filed and set forth on the signature pages hereto.
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Item 4. UNDERTAKINGS
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement as amended, by and among BeiGene, Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 31st day of March, 2016.
| Legal entity created by the Deposit Agreement as amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive thirteen (13) ordinary shares of BeiGene, Ltd. | |||
| CITIBANK, N.A., solely in its capacity as Depositary | |||
| By: | /s/ Leslie Deluca | ||
| Name: Leslie Deluca | |||
| Title: Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, BeiGene, Ltd. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Hong Kong, on March 31st, 2016.
| BeiGene, Ltd. | |||
| By: | /s/ John V. Oyler | ||
| Name: | John V. Oyler | ||
| Title: | Chief Executive Officer and Chairman | ||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Timothy Chen, Thomas Malley and Xiaodong Wang whose signatures appear below constitute and appoint each of John V. Oyler and Howard Liang to act as their true and lawful attorney-in-fact and agent, with full power of substitution, for them and in their name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on March 31st, 2016.
| Signature | Title | |
| /s/ John V. Oyler | Chief Executive Officer and Chairman | |
| John V. Oyler | (Principal Executive Officer) | |
/s/ Howard Liang | Chief Financial Officer and Chief Strategy Officer | |
| Howard Liang | (Principal Financial and Accounting Officer) | |
/s/ Timothy Chen | ||
| Timothy Chen | Director | |
| * | ||
| Michael Goller | Director | |
| * | ||
| Donald W. Glazer | Director |
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Signature | Title | |
| * | ||
Ranjeev Krishana | Director | |
/s/ Thomas Malley | ||
| Thomas Malley | Director | |
| * | Director | |
| Ke Tang | ||
/s/ Xiaodong Wang | ||
| Xiaodong Wang | Director | |
| * | ||
| Qingqing Yi | Director |
| * By: | /s/ John V. Oyler | Attorney-in-Fact | |
| John V. Oyler |
| Puglisi & Associates | ||
| /s/ Donald J. Puglisi | ||
Name: Donald J. Puglisi Title: Managing Director | Authorized Representative in the United States |
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Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
| (a)(ii) | Deposit Agreement |